ex4-1june2008.htm


    EXHIBIT 4.1

     

    

      SHARE
PURCHASE AGREEMENT

       

      THIS AGREEMENT made as of the
3rd day of December, 2007, between Glencoe Skydome Holdings, L.P., a Delaware
limited partnership (“Purchaser”) and Consolidated
Mercantile Incorporated, an Ontario corporation (“CMI ”or “Seller”);

       

      WHEREAS Purchaser confirmed to
the Seller, by e-mail dated November 30, 2007, its  offer (the “Purchaser’s Offer”) to
purchase all of the outstanding common shares of Polyair Inter Pack Inc. (the
“Corporation”) owned
by  Seller at the Purchase Price (as defined herein).

       

      AND WHEREAS Seller confirmed
its acceptance of Purchaser’s Offer on December 3, 2007.

       

      AND WHEREAS Purchaser and
Seller wish to evidence the agreement resulting from Seller’s acceptance of the
Purchaser’s Offer.

       

      NOW, THEREFORE, in
consideration of the respective covenants and agreements, herein contained and
for other good and valuable consideration (the receipt and sufficiency of which
are acknowledged by each party), the parties covenant and agree as
follows:

       

      1. Interpretation

       

      1.1 Defined Terms.  For
the purpose of this Agreement, unless the context otherwise requires, the
following terms shall have the respective meanings set out below and grammatical
variations of such terms shall have corresponding meanings:

       

      
        	
                (a)  

              	
                “Aggregate
      Purchase Price” means in respect of Seller the product obtained by
      multiplying the Purchase Price and the number of Purchased Shares as set
      out next to Seller’s name on Schedule
      2.1;

              


      

       

      
        	
                (b)  

              	
                “Agreement”
      or “this
      Agreement” means this Agreement and shall include any schedules or
      exhibits attached hereto;

              


      

       

      
        	
                (c)  

              	
                “Business
      Day” means a day other than a Saturday, a Sunday or a day when
      chartered banks are not open for business in Toronto,
    Ontario;

              


      

       

      
        	
                (d)  

              	
                “Claim”
      has the meaning set out in Section 7.2;

              


      

       

      
        	
                (e)  

              	
                “Closing”
      has the meaning set out in Section 6.1;

              


      

       

      
        	
                (f)  

              	
                “Closing
      Date” means the date hereof;

              


      

       

      
        	
                (g)  

              	
                “CMI”
      has the meaning set out in the
preamble;

              


      

       

      
        	
                (h)  

              	
                “Common
      Shares” means the common shares in the capital of the
      Corporation;

              


      

       

      
        	
                (i)  

              	
                “Contract”
      means any agreement, indenture, contract, lease, deed of trust, licence,
      option, instrument or other commitment, whether written or
      oral;

              


      

       

      
        	
                (j)  

              	
                “Corporation”
      has the meaning set forth in the
recitals;

              


      

       

      
        	
                (k)  

              	
                “Corporation’s
      Disclosure Documents” means the financial statements of the
      Corporation for the year ended October 31, 2006, the Annual Information
      Form dated January 30, 2007 and accompanying Management Discussion and
      Analysis, the Management Information Circular dated April 2, 2007 and the
      Material Change Reports as filed with the Ontario Securities Commission
      filed since November 1, 2006;

              


      

       

      
        	
                (l)  

              	
                “Direct
      Claim” has the meaning set out in Section 7.2;

              


      

       

      
        	
                (m)  

              	
                “dollar”
      and “$”
      means United States dollars.

              


      

       

      
        	
                (n)  

              	
                “Encumbrance”
      means any encumbrance, lien, charge, pledge, mortgage, title retention
      agreement, security interest of any nature, adverse claim, exception,
      reservation, option, privilege or any Contract to create any of the
      foregoing;

              


      

       

      
        	
                (o)  

              	
                 “Indemnified
      Party” has the meaning set out in Section 7.2;

              


      

       

      
        	
                (p)  

              	
                “Indemnifying
      Party” has the meaning set out in Section 7.2;

              


      

       

      
        	
                (q)  

              	
                “Losses”
      has the meaning set out in Section 7.1;

              


      

       

      
        	
                (r)  

              	
                “Mutual
      Release” means the mutual release of claims among Purchaser and
      Seller in the form attached hereto as Exhibit
      A;

              


      

       

      
        	
                (s)  

              	
                “Purchase
      Price” has the meaning set out in Section 2.2;

              


      

       

      
        	
                (t)  

              	
                “Purchased
      Shares” has the meaning set out in Section 2.1;

              


      

       

      
        	
                (u)  

              	
                “Purchaser”
      has the meaning set out in the
preamble;

              


      

       

      
        	
                (v)  

              	
                “Seller”
      has the meaning set out in
preamble;

              


      

       

      
        	
                (w)  

              	
                “Services
      Termination Agreement” means the agreement to terminate the
      agreements listed on Schedule 3.7(b) in the form
      attached hereto as Exhibit
      C.

              


      

       

      
        	
                (x)  

              	
                Shareholders’
      Agreement” means the Shareholders’ Agreement, dated March 10, 2004,
      by and among Purchaser, Seller and Henry
  Schnurbach.

              


      

       

      
        	
                (y)  

              	
                “Third
      Party” has the meaning set out in Section 7.4;

              


      

       

      
        	
                (z)  

              	
                “Third Party
      Claim” has the meaning set out in Section 7.2;

              


      

       

      
        	
                (aa)  

              	
                “Transaction
      Documents” means this Agreement, the Services Termination
      Agreement, the Mutual Release and all other documents or agreements
      contemplated hereby; and

              


      

       

      
        	
                (bb)  

              	
                “1996
      Shareholders Agreement” means the agreement dated February 20, 1996
      among the Corporation, CMI, Montreal Trust Company of Canada and other
      shareholders of the Corporation.

              


      

       

      1.2 Sections and
Headings.  The division of this Agreement into sections and the
insertion of headings are for convenience of reference only and shall not affect
the interpretation of this Agreement.  Unless otherwise indicated, any
reference in this Agreement to a section or a Schedule refers to the specified
section of, or schedule to, this Agreement.

       

      1.3 Number, Gender and
Persons.  In this Agreement, words importing the singular
number only shall include the plural and vice versa, words importing gender
shall include all genders and words importing persons shall include individuals,
corporations, partnerships, associations, trusts, unincorporated organizations,
governmental bodies and other legal or business entities.

       

      1.4 Time of
Essence.  Time shall be of the essence in this
Agreement.

       

      1.5 Applicable
Law.  This Agreement shall be construed, interpreted and
enforced in accordance with, and the respective rights and obligations of the
parties shall be governed by, the laws of the Province of Ontario and the
federal laws of Canada applicable therein, and each party hereby irrevocably and
unconditionally submits to the non-exclusive jurisdiction of the courts of such
Province and all courts competent to hear appeals therefrom.

       

      1.6 Entire
Agreement.  The Transaction Documents constitute the entire
agreement between the parties with respect to the subject matter hereof and
supersede all prior agreements, understandings, negotiations and discussions,
whether written or oral.  There are no conditions, covenants,
agreements, representations, warranties or other provisions, express or implied,
collateral, statutory or otherwise, relating to the subject matter hereof except
as provided in the Transaction Documents.

       

      1.7 Severability.  If
any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid, illegal or unenforceable in any respect, such
determination shall not impair or affect the validity, legality or
enforceability of the remaining provisions hereof, and each provision is hereby
declared to be separate, severable and distinct.

       

      1.8 Successors and
Assigns.  This Agreement shall enure to the benefit of and
shall be binding on and enforceable by the parties and, where the context so
permits, their respective successors and permitted assigns.  Subject
to the next sentence, no party may assign any of its rights or obligations
hereunder without the prior written consent of the other
party.  Purchaser may assign the benefit of its rights under this
Agreement to an entity controlled by Purchaser provided that any such assignment
shall not relieve Purchaser from its obligations under this Agreement in respect
of the payment of the Purchase Price.

       

      1.9 Amendment and
Waivers.  No amendment or waiver of any provision of this
Agreement shall be binding on any party unless consented to in writing by such
party.  No waiver of any provision of this Agreement shall constitute
a waiver of any other provision, nor shall any waiver constitute a continuing
waiver unless otherwise expressly provided.

       

      1.10 Several
Obligations.  For greater certainty, the obligations,
representations, warranties, covenants, rights and obligations (including
indemnities) of Seller under this Agreement and those of Fred A. Litwin (“Litwin”) under an agreement
between Purchaser and Litwin dated as December 3, 2007, in respect of the sale
of his common shares of the Corporation to the Purchaser (the “Litwin Purchase Agreement”),
are several and not joint and several.

       

      1.11 Schedules and
Exhibits.  The following schedules and exhibits are attached
hereto and form part of this Agreement:

       

      Schedule
2.1 – Seller and Purchased Shares

      Schedule
3.8 – Affiliate Transactions

      Exhibit A
– Mutual Release

      Exhibit B
– Services Termination Agreement

      Exhibit C
– Domenic Marzano Waiver and Alan Castle Waiver

      


      1.12           Knowledge.                                When
any representation or warranty contained in this Agreement is expressly
qualified in some manner by reference to the knowledge of Seller, it shall be
deemed to refer only to the actual knowledge of Litwin.

      


      2. Purchase and Sale of
Purchased Shares

       

      2.1 Purchase and Sale of Purchased
Shares.  Subject to the terms and conditions hereof; Seller
confirms its covenant and agreement to sell, assign and transfer to Purchaser
and Purchaser confirms its covenant and agreement to purchase from Seller at the
Closing all of the right, title and interest to that number of Common Shares set
out in Schedule 2.1 next to Seller’s name (the “Purchased
Shares”).

       

      2.2 Purchase Price.  The
purchase price payable by Purchaser to Seller for each Purchased Share (the
“Purchase Price”) shall
be $3.98.  The Purchase Price payable to Seller in respect of all of
the Purchased Shares to be sold by Seller is set out in Schedule 2.1 next to
Seller’s name.

       

      2.3 Termination of Shareholders’
Agreement.  Upon payment by Purchaser of the Purchase Price,
Purchaser and Seller mutually consent to the termination of the Shareholders’
Agreement and that the Shareholders’ Agreement shall be of no further force and
effect without any further action by either party.

       

      3. Representations and
Warranties

       

      Seller
represents and warrants to Purchaser as follows and acknowledges that Purchaser
is relying on such representations and warranties in connection with its
purchase of the Purchased Shares:

       

      3.1 Authorization.  The
Transaction Documents have been duly authorized, executed and delivered by
Seller and are legal, valid and binding obligations of Seller, enforceable
against Seller by Purchaser in accordance with their terms, except as
enforcement may be limited by bankruptcy, insolvency and other laws affecting
the rights of creditors generally and except that equitable remedies may be
granted only in the discretion of a court of competent
jurisdiction.

       

      3.2 Ownership of Purchased
Shares.  Seller is the record and beneficial owner of the
Purchased Shares set out next to its name in Schedule 2.1, with
good and marketable title thereto, free and clear of all Encumbrances and,
without limiting the generality of the foregoing, none of the Purchased Shares,
or any other Common Shares owned by Seller, are subject to any restrictions on
transfer, voting trust, shareholder agreement or voting
agreement.  Upon completion of the transactions contemplated by this
Agreement, all of the Purchased Shares will be owned by Purchaser as the record
and beneficial owner, with good and marketable title thereto.

       

      3.3 No Violation.  The
execution and delivery of the Transaction Documents by Seller and the
consummation of the transactions herein and therein provided for will
not:

       

      
        	
                (a)  

              	
                result
      in the breach or violation of any of the provisions of, or constitute a
      default under, or conflict with or cause the acceleration of any
      obligation of Seller under:

              


      

       

      
        	
                (i)  

              	
                any
      Contract to which Seller is a party or by which any of them is, or either
      of their properties are, bound;

              


      

       

      
        	
                (ii)  

              	
                any
      judgment, decree, order or award of any court, governmental body or
      arbitrator having jurisdiction over
Seller;

              


      

       

      
        	
                (iii)  

              	
                any
      applicable law, statute, ordinance, regulation or rule:
  or

              


      

       

      
        	
                (b)  

              	
                create
      or impose any Encumbrance on any of the Purchased
  Shares.

              


      

       

      3.4 Consents and
Approvals.  There is no requirement for Seller to make any
filing with, give notice to or to obtain any licence, permit, certificate,
registration, authorization, consent or approval of, any governmental or
regulatory authority as a condition to the lawful consummation of the
transactions contemplated by the Transaction Documents.

       

      3.5 Income Tax
Matters.  Seller is not a non resident of Canada for the
purposes of the Income Tax Act (Canada).

       

      3.6 Commissions,
etc.  No broker, agent or other intermediary acted for Seller
in connection with the sale of the Purchased Shares and no commission or other
remuneration is payable or alleged to be payable to any broker, agent or other
intermediary who purports to act or have acted for or on behalf of either
party.

       

      3.7 Disclosure with respect to the
Corporation.  To the best of the Seller’s knowledge, the
Corporation’s Disclosure Documents did not contain any misrepresentation on the
date each were filed with the securities regulatory authorities of Canada and
with the United States Securities and Exchange Commission and, other than as
disclosed in the Corporation’s Disclosure Documents, there have been no material
changes in the condition (financial or otherwise), assets, liabilities,
operations, earnings or business of the Corporation since the date of each of
the Corporation’s Disclosure Documents.

       

      3.8 Affiliate
Transactions.  Except as set forth on Schedule 3.8, none of
Seller or any of its affiliates has any Contract, agreement, rights of
observation, management rights or other arrangement with the
Corporation.

       

      3.9 1996 Shareholders
Agreement.  The waivers attached hereto as Exhibit C are the
only consent or other approval required to terminate the prior right to purchase
of the Shareholders (as such term is defined therein) under the 1996
Shareholders Agreement or any similar rights held by any other person or entity
to purchase the Purchased Shares. The 1996 Shareholders Agreement will
automatically terminate in accordance with its terms upon completion of the
purchase of the  Purchased Shares from CMI.

       

      4. Representations and
Warranties of Purchaser

       

      Purchaser
hereby represents and warrants to Seller as follows and acknowledges and
confirms that Seller is relying on such representations and warranties in
connection with the sale by the Seller of the Purchased Shares:

       

      4.1 Organization.  Purchaser
is a limited partnership validly subsisting under the laws of Delaware and it
has the power to enter into and perform its obligations pursuant to the
Transaction Documents.

       

      4.2 No Violation.  The
execution and delivery of the Transaction Documents by Purchaser and the
consummation of the transactions provided for herein and therein will not result
in the violation of, or constitute a default under, or conflict with or cause
the acceleration of any obligation of Purchaser under:

       

      
        	
                (a)  

              	
                any
      Contract to which Purchaser is a party or by which it is
      bound;

              


      

       

      
        	
                (b)  

              	
                any
      provision of the constitutional documents or by-laws or resolutions of the
      board of directors (or any committee thereof) or shareholders of
      Purchaser;

              


      

       

      
        	
                (c)  

              	
                any
      judgment, decree, order or award of any court, governmental body or
      arbitrator having jurisdiction over Purchaser;
  or

              


      

       

      
        	
                (d)  

              	
                any
      applicable law, statute, ordinance, regulation or
  rule.

              


      

       

      4.3 Authorization.  The
Transaction Documents have been duly authorized, executed and delivered by
Purchaser and are legal, valid and binding obligations of Purchaser, enforceable
against Purchaser by Seller in accordance with their terms, except as
enforcement may be limited by bankruptcy, insolvency and other laws affecting
the enforcement of rights of creditors generally and except that equitable
remedies may only be granted in the discretion of a court of competent
jurisdiction.

       

      4.4 Consents and
Approvals.  There is no requirement for Purchaser to make any
filing with, give any notice to or obtain any licence, permit, certificate,
registration, authorization, consent or approval of, any government or
regulatory authority as a condition to the lawful consummation of the
transactions contemplated by the Transaction Documents.

       

      4.5 Commissions,
etc.  No broker, agent or other intermediary acted for
Purchaser in connection with the purchase of the Purchased Shares and no
commission or other remuneration is payable or alleged to be payable to any
broker, agent or other intermediary who purports to act or have acted for or on
behalf of either party.

       

      5. Survival of Representations
and Warranties

       

      5.1 Survival of Representations and
Warranties.  The covenants, representations and warranties of
Seller and Purchaser contained in this Agreement shall survive the closing of
the transactions contemplated hereby until the second anniversary of the Closing
Date.  Notwithstanding anything herein to the contrary, the
representations and warranties of Seller set out in Sections 3.1 and
3.2 and of
Purchaser set out in Section 4.3 shall
survive indefinitely.

       

      6. Closing

       

      6.1 Place of
Closing.  The closing of the transactions contemplated hereby
(the “Closing”) shall
take place at the offices of McDermott Will & Emery LLP, 227 West Monroe
Street, Chicago, Illinois at 10:00 a.m. local time on December 28,
2007.

       

      6.2 Conditions to the
Closing.  The obligations hereunder are subject to and
conditioned upon:

       

      
        	
                (a)  

              	
                Purchaser
      receiving the following agreements from
Litwin:

              


      

       

      
        	
                (i)  

              	
                agreement
      as to the termination of the Shareholders
  Agreement;

              


      

       

      
        	
                (ii)  

              	
                a
      mutual release between Fred A. Litwin, Purchaser and the Corporation in
      form similar to the Mutual Release;
and

              


      

       

      (iii)           the
Litwin Purchase Agreement.

       

      
        	
                (b)  

              	
                Forum
      Financial Corporation, Litwin, Daniel S. Tamkin (“Tamkin”) and the
      Corporation duly executing the Services Termination Agreement and the
      Corporation having paid amounts payable as specified
      thereunder.

              


      

       

      6.3 Closing
Deliveries.

       

      
        	
                (a)  

              	
                At
      the Closing, Seller shall deliver to
Purchaser:

              


      

       

      
        	
                (i)  

              	
                certificates
      representing the Purchased Shares accompanied by stock powers of attorney
      endorsed by the applicable Seller for transfer in blank with signatures
      guaranteed by a member of the “STAMP” Medallion
  Program;

              


      

       

      
        	
                (ii)  

              	
                the
      Mutual Release duly executed;

              


      

       

      
        	
                (iii)  

              	
                upon
      the request of Purchaser, resignations of any or all of the following
      individuals as directors of the Corporation with such effective dates as
      Purchaser shall request: Fred A. Litwin, Lawrence Dale, Sol D. Nayman and
      Sidney Greenberg;

              


      

       

      
        	
                (iv)  

              	
                a
      certified copy of the authorizing resolutions of Seller, where
      applicable;

              


      

       

      and such
other documents as Purchaser may reasonably request.

       

      
        	
                (b)  

              	
                At
      the Closing Purchaser shall deliver to each applicable the
      Seller:

              


      

       

      
        	
                (i)  

              	
                a
      wire transfer in an amount representing the Aggregate Purchase Price to
      the account designated by Seller;

              


      

       

      
        	
                (ii)  

              	
                the
      Services Termination Agreement duly
executed;

              


      

       

      
        	
                (iii)  

              	
                the
      Mutual Release duly executed; and

              


      

       

      
        	
                (iv)  

              	
                a
      certified copy of the authorizing resolutions of
  Purchaser;

              


      

       

      6.4 Further
Assurances.  Each party to this Agreement covenants and agrees
that, from time to time subsequent to the Closing Date, such party will, at the
request and expense of the requesting party, execute and deliver all such
documents, including, without limitation, all such additional conveyances,
transfers, consents, tax elections (or an amendment thereto) and other
assurances and do all such other acts and things as any other party hereto,
acting reasonably, may from time to time request be executed or done in order to
better evidence, perfect or effectuate any provision of any Transaction Document
or any of the respective obligations intended to be created hereby or
thereby.

       

      7. Indemnification

       

      7.1 Obligations to
Indemnify.  Subject to the terms and conditions hereof (a)
Seller agrees to indemnify and save harmless Purchaser and its affiliates from
all claims, demands, proceedings, losses, damages, liabilities, deficiencies,
costs and expenses (including, without limitation, all legal and other
professional fees and disbursements, interest, penalties and amounts paid in
settlement) (collectively “Losses”) suffered or incurred
by Purchaser as a result of or arising directly or indirectly out of or in
connection with any breach of Seller of any representation, warranty, obligation
or covenant of Seller contained in this Agreement and (b) Purchaser agrees to
indemnify and save harmless Seller from all Losses suffered or incurred by
Seller as a result of or arising directly or indirectly out of or in connection
with any breach by Purchaser of any representation, warranty, obligation or
covenant of Purchaser contained in this Agreement; provided that Seller shall
not have any obligation to indemnify or save harmless Purchaser or any of its
affiliates in respect of a breach of a representation or warranty contained in
Section
3.7   (Disclosure with respect to the Corporation) if
Louis Manetti had actual knowledge of the misrepresentation or material change
referred to in Section
3.7  at any time prior to the date of Closing.

       

      7.2 Notice of Claim.  In
the event that a party (the “Indemnified Party”) shall
become aware of any claim, proceeding or other matter (a “Claim”) in respect of which
another party (the “Indemnifying Party”) agreed to
indemnify the Indemnified Party pursuant to this Agreement, the Indemnified
Party shall promptly give written notice thereof to the Indemnifying
Party.  Such notice shall specify whether the Claim arises as a result
of a claim by a person against the Indemnified Party (a “Third Party Claim”) or whether
the Claim does not so arise (a “Direct Claim”), and shall also
specify with reasonable particularity (to the extent that the information is
available) the factual basis for the Claim and the amount of the Claim, if
known.  If, through the fault of the Indemnified Party, the
Indemnifying Party does not receive notice of any Claim in time to contest
effectively the determination of any liability susceptible of being contested,
the Indemnifying Party shall be entitled to set off against the amount claimed
by the Indemnified Party the amount of any Losses incurred by the Indemnifying
Party resulting directly from the Indemnified Party’s failure to give such
notice on a timely basis.  The parties acknowledge and agree that the
provisions of this Article 7 shall be
the sole remedy available to an Indemnified Party, in respect of Losses suffered
or incurred by such Indemnified Party, against an Indemnifying Party, resulting
from a breach by Purchaser of any representation, warranty, obligation or
covenant of the Indemnifying Party contained in this Agreement.

       

      7.3 Direct Claims.  With
respect to any Direct Claim, following receipt of notice from the Indemnified
Party of the Claim, the Indemnifying Party shall have 60 days to make such
investigation of the Claim as is considered necessary or
desirable.  For the purpose of such investigation, the Indemnified
Party shall make available to the Indemnifying Party the information relied upon
by the Indemnified Party to substantiate the Claim, together with all such other
information as the Indemnifying party may reasonably request.  If both
parties agree at or prior to the expiration of such 60-day period (or any
mutually agreed upon extension thereof) to the validity and amount of such
Claim, the Indemnifying Party shall immediately pay to the Indemnified Party the
full agreed upon amount of the Claim.

       

      7.4 Third Party
Claims.  With respect to any Third Party Claim, the Indemnified
Party shall have the exclusive right, at the expense of the Indemnifying Party,
to contest, settle or pay the amount claimed and to retain counsel and other
experts or advisers selected by the Indemnified Party in its sole discretion in
connection therewith; provided, however, that the Indemnified Party shall not
settle any Third Party Claim without the written consent of the Indemnifying
Party, which consent shall not be unreasonably withheld or delayed; provided,
however, that the Indemnifying Party shall remain liable for the settlement
amount even if any such consent is not obtained for any reason.  If
the Indemnified Party elects to assume such control, the Indemnifying Party
shall have the right, at its sole expense, to participate in the negotiation,
settlement or defence of such Third Party Claim.  If any Third Party
Claim is of a nature such that the Indemnified Party is required by applicable
law to make a payment to any person (a “Third Party”) with respect to
the Third Party Claim before the completion of settlement negotiations or
related legal proceedings, the Indemnified Party may make such payment and the
Indemnifying Party shall, forthwith after demand by the Indemnified Party,
reimburse the Indemnified Party for such payment.  If the amount of
any liability of the Indemnified Party under the Third Party Claim in respect of
which such payment was made, as finally determined, is less than the amount that
was paid by the Indemnifying Party to the Indemnified Party, the Indemnified
Party shall, forthwith after receipt of the difference from the Third Party, pay
the amount of such difference to the Indemnifying Party.

       

      7.5 Payment and
Cooperation.  The Indemnifying Party shall pay to the
Indemnified Party all amounts for which the Indemnifying Party is liable
pursuant to this section promptly after the Indemnified Party incurs the Loss in
respect of which such liability arises; provided that in no event shall the
maximum liability of a Seller exceed the Aggregate Purchase Price paid to
Seller. For the Purchased Shares.  The Indemnified Party and the
Indemnifying Party shall cooperate fully with each other with respect to Third
Party Claims, and shall keep each other fully advised with respect thereto
(including supplying copies of all relevant documentation promptly as it becomes
available).

       

      8. Miscellaneous

       

      8.1 Notices

       

      
        	
                (a)  

              	
                Any
      notice or other communication required or permitted to be given hereunder
      shall be in writing and shall be delivered in person, transmitted by
      telecopy or sent by registered mail, charges prepaid, addressed as
      follows:

              


      

       

      
        	
                (i)  

              	
                if
      to Seller: :

              


      

       

      
        	
                 
      

              	
                at
      the address set out in Schedule 2.1

              


      

       

      
        	
                (ii)  

              	
                if
      to Purchaser:

              


      

      
        	
                 
      

              	
                c/o

              	
                Glencoe
      Capital, LLC

              


      

      
        	
                 
      

              	
                222
      West Adams Street

              


      

      Suite
1000

      Chicago,
Illinois 60606

      Attention:  Louis
J. Manetti

      Facsimile:  (312)
795-0455

      


      with a
copy to:

       

      McDermott,
Will & Emery LLP

       

      227 West
Monroe Street

       

      Chicago,
Illinois 60606

       

      Attention:  Scott
M. Williams

       

      Facsimile:  (312)
984-7700

       

      
        	
                (b)  

              	
                Any
      such notice or other communication shall be deemed to have been given and
      received on the day on which it was delivered or transmitted (or, if such
      day is not a Business Day, on the next following Business Day), or, if
      mailed, on the third Business Day following the date of mailing; provided,
      however, that if at the time of mailing or within three Business Days
      thereafter there is or occurs a labour dispute or other event that might
      reasonably be expected to disrupt the delivery of documents by mail, any
      notice or other communication hereunder shall be delivered or transmitted
      by means of recorded electronic communication as
  aforesaid.

              


      

       

      
        	
                (c)  

              	
                Any
      party may at any time change its address for service from time to time by
      giving notice to the other parties in accordance with this Section 8.1.

              


      

       

      8.2 Disclosure.  Except
as required by any applicable law or regulatory requirement, none of the parties
to this Agreement shall issue any press release or make any other public
announcement with respect to this Agreement or the transactions contemplated
hereby without the prior written consent of the other parties
hereto.

       

      8.3 Binding Nature of the
Agreement.  The provisions of this Agreement shall enure to the
benefit of and shall be binding upon the parties hereto and their respective
heirs, legal personal representatives, successors and assigns.

       

      8.4 Amendment.  This
Agreement may not be amended except by an instrument signed by each of the
parties hereto.

       

      8.5 Counterparts.  This
Agreement may be executed by facsimile and in counterparts, each of which shall
be deemed an original, and all of which taken together shall constitute one and
the same instrument.

       

      [THE
REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK]

       


      
        
          
            -  -

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      IN WITNESS WHEREOF this
Agreement has been executed by the parties as of the date first written
above.

       

      


      PURCHASER:

      GLENCOE
SKYDOME HOLDINGS, L.P.

       

      By:                                                                           

      Name:                                                                           

      Title:                                                                           

       

      SELLER:

      CONSOLIDATED
MERCANTILE INCORPORATED

       

      By:                                                                           

      Name:                                                                           

      Title:                                                                           

       


      
        
          
            -  -

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
2.1

       

      Seller
and Purchased Shares

       

      
        	
                Name and Address of Seller

              	
                Number of Common Shares of Polyair Inter Pack Inc.
      to be sold to

                Purchaser

                (Purchased Shares)

                 

              	
                Aggregate

                Purchase Price

                ($)

              
	
                Consolidated
      Mercantile Incorporated

                 

                106
      Avenue Road Toronto, Ontario

                M5R
      2H3

                 

              	
                1,549,845

              	
                $6,168,383.10

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      


      SCHEDULE
3.8

       

      Affiliate
Transactions

       

      The only
Contract, agreement, rights of observation, management rights or other
arrangements Seller or any of its affiliates has with the Corporation, (other
than the Shareholders Agreement and the 1996 Shareholders Agreement) is as
follows:

       

      
        	
                1.  

              	
                the
      disputed arrangement between the Corporation and Litwin and Tamkin
      pursuant to which Litwin and Tamkin have asserted a claim for CDN$375,000,
      before interest and Goods and Services Tax, of unpaid fees against the
      Corporation.